Exhibit 4.2

 

SUPPLEMENTAL INDENTURE

 

dated as of June 18, 2014

 

among

 

THE MEN’S WEARHOUSE, INC.

 

The Guarantors Party Hereto

 

and

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
 as Trustee

 

7.00% Senior Notes due 2022

 

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THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of June 18, 2014, among THE MEN’S WEARHOUSE, INC., a Texas corporation (the “Issuer”), Jos. A. Bank Clothiers, Inc., a Delaware corporation, The Joseph A. Bank Mfg. Co., Inc., a Delaware corporation, TS Servicing Co., LLC, a Delaware limited liability company and JAB Retail Holdings, Inc., a Delaware corporation (each an “Undersigned”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

 

RECITALS

 

WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of June 18, 2014 (the “Indenture”), relating to the Issuer’s 7.00% Senior Notes due 2022 (the “Notes”);

 

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause any Domestic Restricted Subsidiary that guarantees or becomes an obligor under the Company’s Term Loan Agreement following the Issue Date to provide Note Guarantees.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

 

Section 1.                                           Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

 

Section 2.                                           Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

 

Section 3.                                           This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 4.                                           This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

 

Section 5.                                           This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.

 

Section 6.                                           The recitals and statements herein are deemed to be those of the Issuer and the Undersigned and not the Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the Guarantees provided by the Guarantors party to this Supplemental Indenture.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

	
 
    	
THE   MEN’S WEARHOUSE, INC., as Issuer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jon W. Kimmins
    
	
 
    	
 
    	
Name:   
    	
Jon   W. Kimmins
    
	
 
    	
 
    	
Title:   
    	
Executive   Vice President, Chief
    
	
 
    	
 
    	
Financial   Officer, Treasurer and Principal
    
	
 
    	
 
    	
Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
JOS.   A. BANK CLOTHIERS, INC.
    
	
 
    	
The   Joseph A. Bank Mfg. Co., Inc.
    
	
 
    	
TS   Servicing Co., LLC
    
	
 
    	
JAB   Retail Holdings, Inc.
    
	
 
    	
as   Guarantors
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jon W. Kimmins
    
	
 
    	
 
    	
Name:
    	
Jon   W. Kimmins
    
	
 
    	
 
    	
Title   
    	
Executive   Vice President, Treasurer
    
	
 
    	
 
    	
and   Chief Financial Officer
    
					


 

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THE   BANK OF NEW YORK MELLON 
   TRUST COMPANY, N.A., as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Jonathan Glover
    
	
 
    	
 
    	
Name:   
    	
Jonathan   Glover
    
	
 
    	
 
    	
Title:   
    	
Vice   President